1 thought on “The notice of the Jilin Provincial People's Government on the "Interim Measures for the Establishment and Management of Jilin Provincial Enterprise Group" of the Provincial Enterprise Reform Commission and other departments”
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Chapter 1 General Principles 2 The corporate group referred to in these Measures refers to the mother and child company (mother and child enterprise, the same below) as the main body, with property rights as the main link. Economic consortium composed of co -form. Enterprise Group is not a corporate legal person. Article 3 The parent company (core enterprise, the same below), subsidiaries (close -up enterprises, the same below) and other member units of enterprise groups have legal person qualifications, and enjoy civil rights and bear civil liability in accordance with the law. Branch, branch plants, and enterprises and institutions without legal personality are not as independent member units. Article 4 The purpose of establishing and developing enterprise groups is to form and give play to the advantages of enterprise groups, give full play to the leading role of large enterprises, optimize the structure of industrial organization, promote the rational flow of production factors, promote reasonable allocation of resources and technological progress, and achieve scale economy. Improve overall benefits and market competitiveness, and enhance national macro -control capabilities. Chapter 2 The basic principles of the establishment and termination of the establishment and termination of the enterprise group:
(1) the requirements of national industrial policies and the national and provincial economic development strategies;
(2) Adhere to fair competition and prevent industry monopoly and regional blockade;
(3) Adhering to the separation of government and enterprise responsibilities, the parent company and other member units of the enterprise group cannot have both government administrative management and industry management functions; Function;
(4) Insist on investors' voluntarily, the government guides. Article 6 Conditions that enterprise groups must have:
(1) Enterprise group must have a parent company (parent enterprise, the same below ". The parent company can be an enterprise engaged in production and operation, or it can be engaged in asset operations or Enterprises that are both operated. The scale must meet the standards of enterprises in the country or above, or the registered capital reaches more than 50 million yuan. At the same time).
(3) Enterprise groups should have a multi -layered member unit. In addition to having more than five controlling members, they should also have shareholders and collaborative members.
(4) The group charter that has a member of the corporate group and follows. Article 7 The articles of association of the corporate group shall stimulate the following matters:
(1) The name of the enterprise group (and the name and abbreviation of foreign language); r
(2) the name of the group's parent company, residence and operating place;
(3) the purpose of the enterprise group;
(4) The content of compliance with national laws, regulations, and acceptance of supervision and management;
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5) The leading role of the group's parent company;
(6) The method of production and operation and scientific research and development of member units of enterprise groups; , The content scope of responsibilities, term and negotiation, and coordination activities;
(8) The principles, methods, procedures, term, and authority scope of the person in charge of the corporate group;
(9) The name of the enterprise group name Use and permissions;
(10) The rights, responsibilities and obligations of member units of enterprise groups;
(11) The conditions, methods and procedures for participating or exiting the enterprise group;
(twelve) Source and management measures for corporate group activities;
(13) The formulation, modification, interpretation, and termination of the corporate regulations; Matters;
(15) The date of formulation.
The legal representative of the members of the enterprise group (wholly -owned, except for the controlling enterprise and institutions) units shall sign and stampede the book on the group constitution Unit seal. Article 8 The group's parent company is a company -owned enterprise, which can be called the group limited liability company or group Co., Ltd. Article 9. Establish an enterprise group and must be approved by the provincial government authorized department.
Submit the following documents to the approval authority:
(1) Establish an application report for enterprise group;
(2) Enterprise Group Articles of Association;
(3) List The collaborative member units are listed separately);
(4) Prove the effective materials and documents of the parent company invested in controlling and shares; The formalities can be established after approval and registration. Management 10 -Enterprise Group shall establish a management system for parent and child companies. According to the relationship between property rights, production and operation, scientific research and development collaboration, the group members are divided into parent companies, subsidiaries (controlled members, the same below), members of the shareholding, and collaborative members. Article 12 The member of the holding refers to a subsidiary of the parent company's investment to reach the level of control, including the following enterprises and institutions:
(1) All capital is invested by the parent company; If the parent company may be managed by the parent company by changing the administrative affiliation relationship, the state and provincial authorized state -owned assets (shares) of the group members shall bear the responsibility of capital operation and management;
(3) The parent company Investment reaches the degree of holding;
(4) The wholly -owned and holding subsidiary of the above member units.
This members must not hold the parent company's shares.
If in accordance with relevant regulations, the subsidiary shall merge the accounting statement with the parent company.